IMPORTANT NOTICE. In accessing the attached final terms (the "Final Terms") you agree to be bound by the following terms and conditions.

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1 IMPORTANT NOTICE In accessing the attached final terms (the "Final Terms") you agree to be bound by the following terms and conditions. The information contained in the Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only as specified in the Final Terms and/or in the Base Prospectus (as defined in the Final Terms) and is not intended for use and should not be relied upon by any person outside those countries and/or to whom the offer contained in the Final Terms is not addressed. Prior to relying on the information contained in the Final Terms, you must ascertain from the Final Terms and/or the Base Prospectus whether or not you are an intended addressee of the information contained therein. Neither the Final Terms nor the Base Prospectus constitutes an offer to sell or the solicitation of an offer to buy securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction. The securities described in the Final Terms and the Base Prospectus have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold directly or indirectly within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act ("Regulation S")). The securities described in the Final Terms will only be offered in offshore transactions to non-u.s. persons in reliance upon Regulation S

2 Final Terms dated 20 December 2016 NORDEA BANK AB (PUBL) Issue of Turbo Put Warrants under the Programme for the Issuance of Warrants and Certificates The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (b) below, any offer of Instruments in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Member State, from the requirement to publish a prospectus for offers of the Instruments. Accordingly any person making or intending to make an offer of the Instruments may only do so: (a) (b) in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or in those Public Offer Jurisdictions mentioned in Paragraph 6 of Part B below, provided such person is one of the persons described in Paragraph 6 of Part B below and which satisfies conditions set out therein and that such offer is made during the Offer Period specified for such purpose therein. With respect to any subsequent resale or final placement of Instruments as provided in sub-paragraph (b) above, the Issuer consents to the use of the Base Prospectus and accepts responsibility for the content of the Base Prospectus. The Issuer has not authorised, nor does it authorise, the making of any offer of Instruments in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) provided, however, that all references in this document to the "Prospectus Directive" in relation to any Member State of the European Economic Area refer to Directive 2003/71/EC (as amended), and include any relevant implementing measure in the relevant Member State. PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Base Prospectus dated 15 June 2016 and the supplemental Base Prospectus no. 1 dated 12 August 2016, no. 2 dated 3 October 2016 and no. 3 dated 7 November 2016 which constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. A summary of the Instruments (which comprises the summary in the Base Prospectus as completed to reflect the provisions of these Final Terms) is annexed to these Final Terms. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms are available for viewing during normal business hours at, and copies may be obtained from, the principal office of the Issuer at Satamaradankatu 5, FI 00020, Helsinki, Finland and from I. GENERAL TERMS 1. (i) Issuer: Nordea Bank AB (publ) (ii) Instrument Type: Turbo Warrant (iii) Type of Warrant: Not Applicable (iv) Type of Market Warrant: Not Applicable (v) Type of Turbo Warrant: Turbo Put Warrant - 2 -

3 (vi) Type of Mini Future: Not Applicable (vii) Type of Certificate: Not Applicable 2. (i) Series Number: 2016:P26 FI (ii) Tranche Number: 1 (iii) Date on which the Instruments become fungible: Not Applicable 3. Currency: Euro ( EUR ) 4. Number of Instruments: (i) Series: Up to 50,000,000 per ISIN (ii) Tranche: Up to 50,000,000 per ISIN 5. Issue Price: The Issue Price will be determined by the Issuer on the Issue Date 6. Issue Date: 21 December Settlement Date: 8 Business Days after the Expiration Date or, if earlier, the occurrence of an Early Expiration Event 8. Business Day Convention: Following Business Day Convention unadjusted 9. Exchange Business Day Convention: Following Business Day Convention 10. Scheduled Trading Day: As specified in the Conditions II. PROVISIONS RELATING TO INTEREST OR YIELD NOT APPLICABLE Items 11 to 60 have been intentionally omitted III. PROVISIONS RELATING TO SETTLEMENT 61. Expiration Date: As set out in the table in Part B of these Final Terms 62. Number of Expiration Date Business Days: Not Applicable 63. Initial Price: Not Applicable 64. Initial Price Determination Period: Not Applicable 65. Initial Price Determination Date(s): Not Applicable 66. Closing Price: The Reference Price on the Closing Price Determination Date 67. Closing Price Determination Date(s): The Expiration Date 68. Closing Price following Early Expiration Event: Condition 6(d) is Not Applicable 69. Number of Closing Date Business Days: Not Applicable - 3 -

4 70. Strike Price: As specified in the table in Part B of these Final Terms 71. Strike Price Determination Period: Not Applicable 72. Strike Price Determination Date(s): Not Applicable 73. Financing Level: Not Applicable 74. Financing Level Calculation Date: Not Applicable 75. Redemption Price: Not Applicable 76. Base Rate: Not Applicable 77. Reuter's Relevant Screen Page: Not Applicable 78. Base Rate Margin: Not Applicable 79. Day Calculation Method Not Applicable 80. Redemption Price Start: Not Applicable 81. Reference Price Determination Method: Official Closing 82. Reference Price: As determined in accordance with paragraph (i) of the definition of "Reference Price" 83. Valuation Date: Each Scheduled Trading Day during the term of the Instrument 84. Valuation Time: As set out in the Conditions 85. Multiplier: As specified in the table in Part B of these Final Terms 86. Underlying Amount: Not Applicable 87. Participation Rate: Not Applicable 88. Leverage Factor: Not Applicable 89. Early Expiration Event: Applicable: an Early Expiration Event will occur if the Barrier Reference Price is equal to or higher than the Barrier Level 90. Commencement of observation of Early Expiration Event: Listing Date 91. Number of Trading Hours: Not Applicable 92. Initial Translation Rate: Not Applicable 93. Translation Rate: Not Applicable 94. Exchange Rate Reference Source: Not Applicable 95. Exchange Rate Reference Time: Not Applicable. 96. Settlement Amount Cap: Not Applicable 97. Settlement Amount Floor: Not Applicable 98. Dividend Coupon: Not Applicable - 4 -

5 99. Dividend Coupon Date(s): Not Applicable 100. Dividend Reinvestment: Not Applicable 101. Dividend Reinvestment Date(s): Not Applicable 102. Material Price Movement: Not Applicable 103. Material Price Percentage: Not Applicable 104. Max Level: Not Applicable 105. Barrier Level(s): As specified in the table in Part B of these Final Terms 106. Determination Date(s): Not Applicable 107. Barrier Reference Price: All of the most recent transaction prices during continuous trading listed on a Reference Source, commencing on the Listing Date up to and including the Expiration Date 108. Observation Day for Barrier Level(s): (i) Observation Start Date: (ii) Observation End Date: Continuous Observation Listing Date Expiration Date 109. Administration Fee: Not Applicable 110. Maximum Administration Fee: Not Applicable 111. Initial Accumulated Value: Not Applicable 112. Accumulated Value Calculation Day: Not Applicable 113. Stop Loss Event: Not Applicable 114. Stop Loss Level: Not Applicable 115. Stop Loss Rollover Date(s): Not Applicable 116. Stop Loss Buffer: Not Applicable 117. Stop Loss Observation Period: Not Applicable IV. EARLY REDEMPTION NOT APPLICABLE Items 118 to 123 have been intentionally omitted V. PROVISIONS APPLICABLE TO DISRUPTION, ADJUSTMENTS AND OTHER EXTRAORDINARY EVENTS Change in Law: As set out in the Conditions 125. Increased Costs of Hedging: As set out in the Conditions 126. Hedging Disruption: As set out in the Conditions 127. Market Disruption: As set out in the Conditions 128. Disruption Commodity: As set out in the Conditions 129. Currency Disruption: As set out in the Conditions - 5 -

6 130. Fund Event: As set out in the Conditions 131. Changed Calculation: As set out in the Conditions 132. Corrections: As set out in the Conditions 133. Correction Commodity: As set out in the Conditions 134. Correction Currency: As set out in the Conditions 135. Extraordinary Events: As set out in the Conditions 136. Interest Rate Fallback: As set out in the Conditions GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 137. Form of Instruments: Finnish Instruments 138. Calculation Agent: Nordea Bank AB (publ) 139. Governing Law: Finnish Law PURPOSE OF FINAL TERMS The Instruments are Finnish Instruments in uncertificated and dematerialised book entry form These the Final Terms comprise the final terms required for the issue and admission to trading on the regulated market of the Nasdaq Helsinki of the Instruments described herein pursuant to the Programme for the Issuance of Warrants and Certificates of Nordea Bank AB (publ) and Nordea Bank Finland Plc. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these the Final Terms. Signed on behalf of Nordea Bank AB: By: Duly authorised - 6 -

7 PART B OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING Listing Date: Listing Currency: Trading Lot: Application has been made by the Issuer (or on its behalf) for the Instruments to be admitted to the official list and to trading on the Nasdaq Helsinki with effect from the Issue Date. The Issue Date EUR One (1) Warrant constitutes one Trading Lot 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save for any fees payable to Authorised Offerors in connection with the distribution of the Instruments, so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer. 3. PERFORMANCE INFORMATION CONCERNING THE UNDERLYING ASSSET(S) Reference Source for Underlying Underlying Number Instrument Trading Strike Barrier Multip Expiration past and ISIN Asset(s) and Asset of code price level lier Date future Issuer ISIN Warrants performance data TYTY7O 82NDS1 FI YIT Oyj FI ,20 8,20 1/ Nasdaq Helsinki TYTY7O 8NDS1 FI YIT Oyj FI ,00 8,00 1/ Nasdaq Helsinki TWRT7O 46NDS1 FI Wärtsilä Oyj FI ,00 46,00 1/ Nasdaq Helsinki TWRT7O 44NDS1 FI Wärtsilä Oyj FI ,00 44,00 1/ Nasdaq Helsinki TMEO7O 28NDS1 FI Metso Oyj FI ,00 28,00 1/ Nasdaq Helsinki TNES7O 40NDS FI Neste Oyj FI ,00 40,00 1/ Nasdaq Helsinki TNOK7O 51NDS FI Nokia Oyj FI ,10 5, Nasdaq Helsinki TNOK7O 5NDS FI Nokia Oyj FI ,00 5, Nasdaq Helsinki TNOK7O 49NDS FI Nokia Oyj FI ,90 4, Nasdaq Helsinki TOTE7O 52NDS FI Outotec Oyj FI ,20 5,20 1/ Nasdaq Helsinki The Issuer does not intend to provide post-issuance information. The information below comprises extracts from, or summaries of, information which is in the public domain. The Issuer assumes responsibility for the information being correctly reproduced. However, the Issuer has not conducted any independent verification of the information and assumes no liability for the information being correct

8 Where the Underlying Asset is an share, depository receipt or bond Underlying Asset's designation: Metso Oyj Issuer of Underlying Asset: Additional information regarding the issuer: Market(s) on which Underlying Asset(s) is/are admitted to trading: Metso Oyj Additional information about the issuer is available on: Nasdaq Helsinki Underlying Asset's designation: Neste Oyj Issuer of Underlying Asset: Neste Oyj Additional information regarding the issuer: Market(s) on which Underlying Asset(s) is/are admitted to trading: Additional information about the issuer is available on: Nasdaq Helsinki Underlying Asset's designation: Nokia Oyj Issuer of Underlying Asset: Nokia Oyj Additional information regarding the issuer: Market(s) on which Underlying Asset(s) is/are admitted to trading: Additional information about the issuer is available on: Nasdaq Helsinki Underlying Asset's designation: Outotec Oyj Issuer of Underlying Asset: Outotec Oyj Additional information regarding the issuer: Market(s) on which Underlying Asset(s) is/are admitted to trading: Additional information about the issuer is available on: Nasdaq Helsinki Underlying Asset's designation: Wärtsilä Oyj Issuer of Underlying Asset: Wärtsilä Oyj Additional information regarding the issuer: Additional information about the issuer is available on:

9 Market(s) on which Underlying Asset(s) is/are admitted to trading: Nasdaq Helsinki Underlying Asset's designation: YIT Oyj Issuer of Underlying Asset: YIT Oyj Additional information regarding the issuer: Market(s) on which Underlying Asset(s) is/are admitted to trading: Additional information about the issuer is available on: Nasdaq Helsinki - 9 -

10 5. OPERATIONAL INFORMATION ISIN Code: Common Code: Clearing system(s): Market Maker(s): As specified in the table in Part B of these Final Terms Not Applicable Euroclear Finland NBAB, NBF, Nordea Bank Danmark A/S and/or Nordea Bank Norge ASA 6. DISTRIBUTION Public Offer: Offer Price: Conditions to which the offer is subject: Description of the application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Instruments: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the Authorised Offerors in the various countries where the offer takes place. The Issuer does not consent to the use of the Base Prospectus in connection with a Public Offer of the Instruments by any person. Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable None

11 ANNEX TO THE FINAL TERMS SUMMARY OF THE ISSUE Section A Introduction and Warnings A.1 Introduction: This summary should be read as an introduction to this Base Prospectus and any decision to invest in the Instruments should be based on a consideration of the Base Prospectus as a whole by the investor. Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member States, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. No civil liability will attach to the Issuers in any such Member State solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid investors when considering whether to invest in the Instruments. A.2 Consent: Instruments may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Public Offer". Authorised Offerors will provide information to an Investor on the terms and conditions of the Public Offer of the relevant Instruments at the time such Public Offer is made by the Authorised Offeror to the Investor. Section B Issuer B.1 Legal names of the Issuers: Nordea Bank AB (publ) Nordea Bank Finland Plc The Issuer is Nordea Bank AB (publ) Commercial names of the Issuers: B.2 Domicile and legal forms of the Issuer: Nordea NBAB is a public (publ) limited liability company with registration No The head office is located in Stockholm at the following address: Smålandsgatan 17, Stockholm. The principal legislation under which NBAB operates is the Swedish Companies Act and the Swedish Banking and Financing Business Act. NBF is a company with limited pursuant to the Finnish Companies Act. NBF is registered in the trade register with business identity code NBF has its head office in Helsinki at the following address: Satamaradankatu 5 FI Helsinki, Finland. The principal legislation under which NBF operates is the Finnish Companies Act and the Finnish Act on Commercial Banks and Other Credit Institutions in the form of a limited company. B.4b Trends: Not applicable. There are no clear trends affecting the Issuers or the markets in which they operate. B.5 The Group: NBAB is the parent company of the Nordea Group. The Nordea Group is a large financial services group in the Nordic markets (Denmark, Finland, Norway and Sweden), with additional operations in Russia, the Baltic countries and Luxembourg, as well as branches in a number of other international locations. The three main subsidiaries of NBAB are Nordea Bank Danmark A/S in Denmark, NBF in Finland and Nordea Bank Norge ASA in Norway

12 As of 30 September 2016, the Nordea Group had total assets of EUR 657 billion and tier 1 capital of EUR 27.4 billion, and was the largest Nordic-based asset manager with EUR billion in assets under management. 1 B.9 Profit Forecasts and Profit Estimates: B.10 Audit Report Qualifications: B.12 Selected Key Financial Information: Not Applicable. The Issuers do not make a profit forecast or profit estimate in the Base Prospectus. Not Applicable. There are no qualifications in the audit reports for the Issuers. The tables below show certain selected summarised financial information which, without material changes, is derived from, and must be read together with, the Issuers' audited consolidated financial statements for the year ending 31 December 2015 and the auditor's report and notes thereto set out in the Annex to this Base Prospectus and the Issuers' unaudited consolidated financial statements for the six months ended 30 June 2016 (in the case of NBF) or the nine months ended 30 September 2016 (in the case of NBAB) set out in the Annex to this Supplement. 2 NBAB Group selected key financial information: Year ended 31 December Nine months ended 30 September (EUR millions) Income Statement Total operating income... 10,140 10,241 7,317 7,495 Net loan losses Net profit for the period... 3,662 3,332 2,666 2,814 Balance Sheet Total assets , , , ,877 Total liabilities , , , ,893 Total equity... 31,032 29,837 31,070 29,984 Total liabilities and equity , , , ,877 Cash Flow Statement Cash flow from operating activities before changes in operating assets and liabilities... 6,472 11,456 5,437 4,927 Cash flow from operating activities ,824 22,204 11,776 Cash flow from investing activities , Cash flow from financing activities... -1,746-1,040-1,560-2,613 Cash flow for the period... -2,072-8,610 19,882 8,722 Change... -2,072-8,610 19,882 8,722 1 By virtue of the supplement dated 7 November 2016, the total assets, tier 1 capital and assets under management figures as of 31 December 2015 have been removed and the figures as of 30 September 2016 have been included to reflect the figures show in NBAB's unaudited financial statements for the nine months ended 30 September By virtue of the supplement dated 7 November 2016, selected key information for NBAB for the nine months ending 30 September 2016 accompanied by comparative data from the same period in the prior financial year has been included and selected key information for NBAB for the six months ending 30 June 2016 accompanied by comparative data from the same period in the prior financial year has been removed. By virtue of the supplement dated 12 August 2016, selected key information for each Issuer for the six months ending 30 June 2016 accompanied by comparative data from the same period in the prior financial year was included and the selected key information for the three months ending 31 March 2016 for NBAB accompanied by comparative data from the same period in the prior financial year was removed

13 NBF Group selected key financial information: Year ended 31 December Six months ended 30 June (EUR Millions) Income Statement Total operating income... 2,485 2,278 1,002 1,389 Net profit for the period... 1, Balance Sheet Total assets , , , ,622 Total liabilities , , , ,740 Total equity... 12,296 9,618 11,876 9,882 Total liabilities and equity , , , ,622 Cash Flow Statement Cash flow from operating activities before changes in operating assets and liabilities... 1,836 1, ,966 Cash flow from operating activities... 8,536-11,520 16,955 14,274 Cash flow from investing activities , Cash flow from financing activities... 1, Cash flow for the period... 10,156-9,964 16,119 13,950 Change... 10,156-9,964 16,119 13,950 There has been no material adverse change in the ordinary course of business or in the prospects or condition of NBAB or NBF since 31 December 2015, being the date of its last published audited financial statements. There has been no significant change in the financial or trading position of NBAB or NBF which has occurred since 30 September 2016 (in the case of NBAB or 30 June 2016 (in the case of NBF) 3, being the dates of their last published financial statements. B.13 Recent Events: Not Applicable for either Issuer. There have been no recent events particular to either Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency since the date of the relevant Issuer's last published audited or unaudited financial statements. B.14 Dependence upon other entities within the Group: B.15 The Issuer's Principal Activities: Not Applicable. Neither NBAB nor NBF is dependent upon other entities within the Nordea Group. The Nordea Group's organisational structure is built around three main business areas: Retail Banking, Wholesale Banking and Wealth Management. In addition to these business areas, the Nordea Group's organisation includes the following three Group functions: Group Corporate Centre, Group Risk Management and Group Compliance. NBAB conducts banking operations in Sweden within the scope of the Nordea Group's business organisation. NBAB develops and markets financial products and services to personal customers, corporate customers and the public sector. 3 By virtue of the supplement dated 7 November 2016, the date from which there has been no significant change in the financial or trading position of NBAB has been updated to 30 September 2016, being the date of its last published financial statements. By virtue of the supplement dated 12 August 2016, the date to which there has been no significant change in the financial or trading position of NBF has been updated to 30 June 2016, being the date of its last published financial statements

14 NBF conducts banking operations in Finland as a part of the Nordea Group and its operations are fully integrated into the Nordea Group's operations. NBF holds a licence to conduct banking operations in accordance with the Finnish Act on Credit Institutions. B.16 Controlling Persons: Not Applicable. To the best of NBAB's knowledge, the Nordea Group is not directly or indirectly owned or controlled by any single person or group of persons acting together. NBF is a direct, wholly owned subsidiary of NBAB

15 Section C The Instruments C.1 Description of Type and Class of Securities: Issuance in Series: Instruments are issued in series (each a "Series") and Instruments of each Series will all be subject to identical terms (except issue price, issue date and interest commencement date, which may or may not be identical) whether as to currency, interest, yield or maturity or otherwise. Further tranches of Instruments (each a "Tranche") may be issued as part of an existing Series. The title and Series number of the Instruments is 2016:P26 FI. The Tranche number is 1. Forms of Instruments: Instruments may be issued in registered certificated form and may be cleared through Euroclear Bank, S.A./N.V. ("Euroclear" or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Instruments may issued in dematerialised form and registered for clearing and settlement with Euroclear Sweden AB ("Euroclear Sweden"), Euroclear Finland AB ("Euroclear Finland"), VP Securities A/S ("VP"), or Verdipapirsentralen ASA ("VPS"). Security Identification Number(s): In respect of each Tranche of Instruments, the relevant security identification number(s) will be specified in the relevant Final Terms. The Instruments will be cleared through Euroclear Finland. The Instruments have been assigned the following securities identifiers: Instrument Trading Code ISIN Instrument Trading Code ISIN Instrument Trading Code ISIN TYTY7O 82NDS1 FI TMEO7O 28NDS1 FI TNOK7O 49NDS FI TYTY7O 8NDS1 FI TNES7O 40NDS FI TOTE7O 52NDS FI TWRT7O 46NDS1 FI TNOK7O 51NDS FI C.2 Currency of the Securities Issue: TWRT7O 44NDS1 FI TNOK7O 5NDS FI U.S. dollars, euro, sterling, Swedish Krona, Norwegian Krone, Danish Krone, Yen, Polish Zloty, Roubles, Hong Kong Dollars and/or such other currency or currencies as may be determined at the time of issuance, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements. The currency of the Instruments is EUR. C.5 Free Transferability: This Base Prospectus contains a summary of certain selling restrictions in the United States, the European Economic Area, the United Kingdom, Denmark, Finland, Ireland, Norway and Sweden. The Instruments have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, including the Kingdom of Sweden (each, a "Relevant Member State"), each Authorised Offeror will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Instruments to the public in that Relevant Member State except with the consent of the relevant Issuer given in accordance with Element A.2 above

16 Section C The Instruments Each Authorised Offeror will be required to represent and agree that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to any Instruments in, from or otherwise involving the United Kingdom. Each Authorised Offeror will be required to represent and agree, in respect of any offers or sales of Instruments in Ireland, that it will comply with: the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended), including, without limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the provisions of the Investor Compensation Act 1998; the provisions of the Companies Acts 2014, the Central Bank Acts 1942 to 2014 (as amended) and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989; and the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and any rules issued under Section 1370 of the Companies Act Each Authorised Offeror will be required to represent and agree, that it has complied and will comply with all applicable provisions of the Estonian Securities Market Act with respect to anything done by it in relation to any Instruments in, from or otherwise involving Estonia. Instruments which qualify as "derivative instruments" within the meaning of Section 2 of the SMA, Directive 2004/39/EC (MiFID Directive) and Commission Regulation No EC/1287/2006 (MiFID Implementation Regulation), all as amended from time to time, may only be offered in Estonia after assessment of the suitability and appropriateness of the relevant structured instrument to the investor in accordance with applicable Estonian and European Union law. Each Authorised Offeror will be required to represent and agree, that the Instruments have not been offered and will not be offered in Lithuania by way of a public offering, unless in compliance with all applicable provisions of the laws of Lithuania and in particular in compliance with the Law on Securities of the Republic of Lithuania of 18 January 2007 No X-1023 and any regulation or rule made thereunder, as supplemented and amended from time to time. Each Authorised Offeror will be required to represent and agree, that the Instruments have not been offered and will not be offered in Latvia by way of a public offering, unless in compliance with all applicable provisions of the laws of Latvia and in particular in compliance with the Financial Instruments Market Law (Finanšu instrumentu tirgus likums) and any regulation or rule made thereunder, as supplemented and amended from time to time. Each Authorised Offeror will be required to represent and agree, that it has not offered or sold and will not offer, sell or deliver any of the Instruments directly or indirectly in the Kingdom of Denmark by way of public offering, unless in compliance with the Danish Securities Trading etc. Act (Værdipapirhandelsloven), as amended from time to time, and Executive Orders issued thereunder. Each Authorised Offeror will be required to represent and agree, that it will not publicly offer the Instruments or bring the Instruments into general circulation in Finland other than in compliance with all applicable provisions of the laws of Finland and especially in compliance with the Finnish Securities Market Act (495/1989) and any regulation or rule made thereunder, as supplemented and amended from time to time

17 Section C The Instruments Each Authorised Offeror will be required to represent and agree, that it will comply with all laws, regulations and guidelines applicable to the offering of Instruments in Norway. Instruments denominated in Norwegian Krone may not be offered or sold within Norway or to or for the account or benefit of persons domiciled in Norway, unless the regulation relating to the offer of VPS Instruments and the registration in the VPS has been complied with. C.8 The Rights Attaching to the Securities, including Ranking and Limitations to those Rights: Status of the Instruments: The Instruments constitute unsecured and unsubordinated obligations of the relevant Issuer and rank pari passu without any preference among themselves and at least pari passu with all other outstanding unsecured and unsubordinated obligations of the relevant Issuer, present and future. Negative Pledge: None. C.11 C.21 Listing and Trading: Cross Default: None. Early Termination: The relevant Issuer may be entitled to terminate the Instruments prior to their scheduled maturity date in certain circumstances. The holders may also be able to request early redemption of the Instruments, if applicable. The holders are not entitled to request early redemption of the Instruments. Governing Law: The Instruments and all non-contractual obligations arising out of or in connection with the Instruments are governed either by English law, Swedish law, Finnish law, Norwegian law or Danish law, except that (i) the registration of Instruments with Euroclear Sweden is governed by Swedish law, (ii) the registration of Instruments with Euroclear Finland is governed by Finnish law; (iii) the registration of Instruments with VP is governed by Danish law; and (iv) the registration of Instruments with VPS is governed by Norwegian law. The Instruments are governed by Finnish law. Enforcement of Instruments in Global Form: In the case of Global Instruments, individual investors' rights against the Issuer will be governed by a deed of covenant dated 15 June 2016 (the "Deed of Covenant"), a copy of which will be available for inspection at the specified office of Citibank, N.A., London Branch as fiscal agent (the "Fiscal Agent"). The Instruments are not Global Instruments. Applications have been made for Instruments to be admitted during the period of twelve months after the date hereof to listing on the official list and to trading on the regulated market of the Irish Stock Exchange. Instruments may also be listed for trading on NASDAQ Stockholm, NASDAQ Helsinki, NASDAQ Copenhagen, Oslo Børs and Nordic Growth Market NGM AB NDX (Nordic Derivatives Exchange). The Programme also permits Instruments to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer. Application will be made for the Instruments to be admitted to listing on Nasdaq Helsinki and to trading on Nasdaq Helsinki effective as of the Issue Date

18 Section C The Instruments C.15 Value of the Instruments and Value of the Underlying: Instruments and underlying assets: The Instruments comprise securities in the form of warrants or certificates ("Instruments"). The value of the Instruments will be determined in light of the value of the underlying assets and the performance, interest and yield structure(s) applicable to the Instruments. The Underlying Asset(s) are: share and/or index Warrants: A warrant is a financial instrument which provides investors with exposure to a particular underlying asset, e.g. a security or an index. Warrants can also be issued as Turbo Warrants, Market Warrants or MINI Futures, as described in greater detail below. The structure of warrants is such that the performance of the underlying asset affects the value of the warrants and may lead to greater profits or losses on the invested capital than if the investment had been made directly in the underlying asset. The manner in which the Settlement Amount is calculated may differ for each warrant series. However, the following provisions are generally applicable: (i) (ii) With respect to Call Warrants, the value of the warrant on the expiration date is determined by the amount by which the price of the underlying asset exceeds the strike price for the warrant. An investor who purchases Call Warrants speculates on an increase in value of the underlying asset. With respect to Put Warrants, the value of the warrant on the expiration date is determined by the amount by which the price of the underlying asset is less than the strike price for the warrant. An investor who purchases Put Warrants speculates on a fall in the value of the underlying asset. If an underlying asset becomes worthless, (for example, because the company which issued the underlying share has gone into bankruptcy), or if it does not show a sufficiently favourable performance (which can be positive or negative), the warrant will also become worthless and anyone who invested in the warrant will lose the entire capital invested. Turbo Warrants are warrants that also include a barrier level, meaning that "Turbo Call Warrants" expire immediately if the underlying asset is listed at, or below, the barrier level, while "Turbo Put Warrants" expire immediately if the underlying asset is listed at, or above, the barrier level. In the event of the early expiration of Turbo Warrants, any Settlement Amount is paid out and the Turbo Warrant ceases to remain outstanding. MINI Futures are similar to Turbo Warrants but normally have a nonpredetermined expiration date and a barrier which is structured differently to the barrier for a Turbo Warrant. Market Warrants are warrants which are issued as a primary markets transaction and often include an underlying amount which constitutes the basis for calculating any yield. Market Warrants may also include performance structures corresponding to those which otherwise relate to Certificates in accordance with the provisions below. In such a case, an investor in the warrant may lose all or part of the invested capital. Market Warrants may entitle the investor to redeem or receive the yield on the expiration date (European type), but may also be structured similarly to an American option, where the investor is entitled to request exercise during the term of the warrant

19 Section C The Instruments Certificates: Certificates are financial instruments which provide the investor with exposure to a particular underlying asset. Underlying assets can consist of, inter alia, shares or share indices, as well as other assets such as interest rates, currencies, commodities or a combination of such assets and baskets of such assets. In order to give a Certificate a specific yield profile a number of definitions are used. A Certificate is an instrument without principal-protection, and accordingly an investor may lose all or part of the principal invested. The Instruments are: Turbo Put Warrants Performance structures: The performance structures which may be used for Certificates, Warrants and Market Warrants include, inter alia, the following: "Base"- structures The Base structure for calculating the performance of an Instrument is dependent on the change between the initial price and final price for one or more underlying assets. In order to reduce the risk that temporary fluctuations in value might result in a misleading calculation basis when calculating the final value of an Instrument, the final value is often determined as the average value of the underlying assets or benchmarks on a number of measurement dates during a determined period of time. However, there may be only one measurement date for a value of a benchmark during a determined period of time. "Max" structure The max structure is based on the base structure but contains a predetermined maximum yield, i.e. a cap on the yield. The investor receives either the maximum yield or a yield which reflects the performance of the underlying asset, whichever is lower. If the performance of the reference asset exceeds the predetermined maximum yield, the investor receives an amount corresponding to the maximum yield. "Barrier" structure This structure includes a fixed price which replaces the final price in the event the final price of the underlying asset reaches and/or exceeds a price cap or is less than a price floor. "Digital" structure The yield in a digital structure depends on the relationship between value of an underlying asset and a specific predetermined level on the closing day. "Binary" structure The yield in a binary structure depends on the relationship between the value of an underlying asset and a predetermined level during the entire term of the Instrument. "Leverage" structure A leverage structure usually means that the value of the instrument follows the leverage proportionally to an underlying asset. The structure can be combined with, among other things, a barrier or a cap. "Constant leverage" structure A constant leverage structure is a structure where the exposure to an underlying asset during a defined time period (e.g. one day) generates a yield which is X times larger compared with the underlying asset. The constant leverage can be both positive and negative and the structure is often combined with, for example, a barrier. The above performance structures represent a selection of the most common structures. The structures can be combined, varied and used in their entirety or only partly. Other performance structures may also be applicable. The applicable performance structure is: Not Applicable

20 Section C The Instruments Participation rate: The structure of the Instruments may contain a participation rate which is used to determine the exposure to the relevant underlying asset(s), i.e. the proportion of any change in value which accrues to the investor in each individual Instrument. The participation rate is determined by the relevant Issuer and established through, among other things, term to maturity, volatility, market interest rates and the anticipated yield on an underlying asset. The Participation Rate is: Not Applicable Certain yield structures: One or more of the following certain yield structures may be applicable to Certificates, Warrants and Market Warrants. "Cap/Floor", "Capped Floor Float", "Compounding Floater", "Range Accrual", "Digital Long", "Digital Short", "Basket Long", "Basket Short", "Autocall coupon", "Max component", "Currency component Basket" and"currency component Underlying Asset". The yield structure(s) applicable to the Instruments is/ are: Not applicable C.16 Exercise Date or Final Reference Date: Subject to early redemption, the Settlement Date will be the maturity date of the Instruments, except in the case of open-ended Instruments which have no fixed Settlement Date. The Settlement Date is: 8 Business Days after the relevant Expiration Date C.17 Settlement Procedure: Automatic exercise shall take place in respect of all Instruments by way of cash settlement, meaning that where an Instrument carries an entitlement to a Settlement Amount on the Settlement Date, the relevant Issuer shall pay the holder in cash. Instruments do not entitle the holder to receive any underlying assets. Settlement of Instruments registered with VP shall take place in accordance with the VP rulebook; settlement of Instruments registered with VPS shall take place in accordance with the VPS rulebook; settlement of Instruments registered with Euroclear Sweden shall take place in accordance with Euroclear Sweden's rulebook; and settlement of Instruments registered with Euroclear Finland shall take place in accordance with Euroclear Finland's rulebook. Settlement of any Instruments that are represented by a Global Instrument shall take place on the relevant payment date and will be effected by the relevant Issuer paying the applicable amounts of principal and/or interest to the Registrar for onward transmission to Euroclear and Clearstream, Luxembourg. Investors will receive their redemption monies through their accounts in Euroclear and Clearstream, Luxembourg in accordance with the standard settlement procedures of Euroclear and Clearstream, Luxembourg. In respect of Instruments that are in definitive form, payment of the Settlement Amount will be made against presentation and surrender of the individual Instrument at the specified office of the registrar. Settlement of Instruments shall take place: in accordance with the procedures of Euroclear Finland

21 Section C The Instruments C.18 The Return: The return or Settlement Amount payable to the Investors will be determined by reference to the performance of the underlying assets within a particular performance structure applicable to the Instruments. One or several coupons may also be payable, in addition to the Settlement Amount. Details of the various performance structures and certain yield structures are set out in section C.15. Details of the applicable interest and performance structure(s) and the return on the Instruments are set out in section C.15. C.19 Exercise Price or Final Reference Price: The final value of the relevant underlying asset(s) will affect the Settlement amount to be paid to Investors. The final value will be determined on the applicable Valuation Date(s). The final value of the underlying asset will be calculated as closing day price published by the Reference Source on the Expiration Date. C.20 Type of Underlying: Underlying assets may be comprised of, or constitute a combination of, the following: shares, depository receipts, bonds, commodities, interest rates, exchange rates, forward contracts, futures contracts, funds, indices or a basket of assets. The performance of the underlying asset(s) affects the value and possible yield on the warrant or certificate. The type of underlying asset(s) is/are: share and/or index

22 Section D - Risks D.2 Risks Specific to the Issuer: In purchasing Instruments, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Instruments. There is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Instruments. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the relevant Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the relevant Issuer's control. The Issuers have identified in the Base Prospectus a number of factors which could materially adversely affect its business and ability to make payments due under the Instruments. These factors include: Risks relating to current macroeconomic conditions Risks related to the European economic crisis have had and, despite the recent period of moderate stabilisation, may continue to have, a negative impact on global economic activity and the financial markets. If these conditions continue to persist, or should there be any further turbulence in these or other markets, this could have a material adverse effect on the Nordea Group's ability to access capital and liquidity on financial terms acceptable to the Nordea Group. Furthermore, the Nordea Group's performance is significantly influenced by the general economic condition in the countries in which it operates, in particular the Nordic markets (Denmark, Finland, Norway and Sweden). Negative economic developments and conditions in the markets in which it operates can adversely affect its business, financial condition and results of operations, and measures implemented by the Nordea Group might not be satisfactory to reduce any credit, market and liquidity risks. Risks relating to the Nordea Group's credit portfolio Adverse changes in the credit quality of the Nordea Group's borrowers and counterparties or a decrease in collateral values are likely to affect the recoverability and value of the Nordea Group's assets and require an increase in its individual provisions and potentially in collective provisions for impaired loans. A significant increase in the size of the Nordea Group's allowance for loan losses and loan losses not covered by allowances would have a material adverse effect on the Nordea Group's business, financial condition and results of operations. The Nordea Group is exposed to counterparty credit risk, settlement risk and transfer risk on transactions executed in the financial services industry and its transactions in financial instruments. If counterparties default on their obligations, this could have a material adverse effect on the Nordea Group's business, financial condition and results of operations. Risks relating to market exposure The value of financial instruments held by Nordea Group is sensitive to volatility of and correlations between various market variables, including interest rates, credit spreads, equity prices and foreign exchange rates. Write-downs or realise impairment charges may have a material adverse effect on the Nordea Group's business, financial condition and results of operations, while the performance of financial markets and volatile market conditions could result in a significant decline in the Nordea Group's trading and investment income, or result in a trading loss. The Nordea Group is exposed to structural market risk The Nordea Group is exposed to structural interest income risk when there is a mismatch between the interest rate re-pricing periods, volumes or reference rates of